| Note: There are multiple End User License Agreements in this document. Please read to the end: |
| |
| IMPORTANT - READ BEFORE COPYING, INSTALLING OR USING. |
| Do not copy, install, distribute, publicly display, or use the Materials (as |
| defined below) provided under this license agreement ("Agreement") until you |
| ("You" or "Your") have carefully read and agreed to the following terms and |
| conditions. |
| |
| This Agreement forms a legally binding contract between You and Intel |
| Corporation ("Intel") regarding Your use of the Materials. By copying, |
| installing, distributing, publicly displaying, or otherwise using the Materials, |
| You agree to be bound by the terms of this Agreement. If You do not agree to |
| the terms of this Agreement, do not copy, install, distribute, publicly display, |
| or use the Materials. |
| |
| If You are agreeing to the terms and conditions of this Agreement on behalf of a |
| company or other legal entity, You represent and warrant that You have the legal |
| authority to bind that legal entity to the Agreement, in which case, "You" or |
| "Your" will mean such entity. |
| |
| Third Party Programs (as defined below), even if included with the distribution |
| of the Materials, are governed by separate third party license terms, including |
| without limitation, open source software license terms. Such third party license |
| terms (and not this Agreement) govern Your use of the Third Party Programs, and |
| Intel is not liable for the Third Party Programs. |
| |
| End User License Agreement for the Intel(R) Software Development Products |
| (Version March 2015) |
| |
| |
| 1. LICENSE DEFINITIONS: |
| |
| A. "Confidential Information" means all Materials (as defined below), |
| including without limitation, any Pre-Release Materials, that are identified |
| (in the product release notes, on Intel's download website for the Materials |
| or elsewhere) or labeled as Intel confidential information or a similar |
| legend. |
| |
| B. "Excluded License" means a license that requires, as a condition of use, |
| modification, or distribution, that the licensed software or other software |
| incorporated into, derived from or distributed with such software (a) be |
| disclosed or distributed in Source Code form; (b) be licensed by the user to |
| third parties for the purpose of making and/or distributing derivative works; |
| or (c) be redistributable at no charge. Excluded Licenses include, without |
| limitation, licenses that license or distribute software under any of the |
| following licenses or distribution models, or licenses or distribution models |
| substantially similar to any of the following: (a) GNU's General Public |
| License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g., |
| PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) |
| the Sun Community Source License (SCSL), (f) the Sun Industry Source License |
| (SISL), and (g) the Common Public License (CPL). |
| |
| C. "IPP Sample Source" is the Source Code file(s) that: (i) demonstrates |
| certain limited functions included in the binary libraries of the Intel(R) |
| Integrated Performance Primitives ("Intel(R) IPP"); (ii) is identified as |
| Intel IPP sample source code; (iii) is obtained separately from Intel after |
| You register Your copy of the Intel(R) IPP product with Intel; and (iv) is |
| subject to all of the terms and conditions of this Agreement. |
| |
| D. "Licensed Patent Claims" means the claims of Intel's patents that are |
| necessarily and directly infringed by the reproduction and distribution of |
| the Materials that is authorized in Section 2 below, when the Materials is in |
| its unmodified form as delivered by Intel to You and not modified or combined |
| with anything else. Licensed Patent Claims are only those claims that Intel |
| can license without paying, or getting the consent of, a third party. |
| |
| E. "Materials" are defined as the software, documentation, the software |
| product serial number and license key codes (if applicable), and other |
| materials, including any modifications, updates and upgrades thereto, that |
| are provided to You under this Agreement. Materials also include any |
| Redistributables, Source Code, and Pre-Release Materials, as defined below |
| but do not include Third Party Programs. |
| |
| F. "Microsoft Platforms" means any current and future Microsoft operating |
| system products, Microsoft run-time technologies (such as the .NET |
| Framework), and Microsoft application platforms (such as Microsoft Office or |
| Microsoft Dynamics) that Microsoft offers. |
| |
| G. "Redistributables" are the files listed in the following text files that |
| may be included in the Materials for the applicable Intel Software |
| Development Product: clredist.txt, credist.txt, fredist.txt, redist.txt, and |
| redist-rt.txt. |
| |
| H. "Sample Source Code" is those portions of the Materials that are Source |
| Code files and are identified as sample source code, including without |
| limitation, the IPP Sample Source. |
| |
| I. "Source Code" is defined as the software (and not documentation or text) |
| portion of the Materials provided in human readable format, and includes |
| modifications that You make or are made on Your behalf as expressly permitted |
| under the terms of this Agreement. |
| |
| J. "Third Party Programs" (if any) are the files listed in the |
| "third-party-programs.txt" text file that may be included in the Materials |
| for the applicable software. |
| |
| K. "Your Product" means one or more applications or products developed by or |
| for You using the Materials. |
| |
| |
| 2. CONSENT. You agree that Intel, its subsidiaries or suppliers may collect and |
| use technical and related information, including but not limited to the software |
| product serial number, technical information about Your computer, system and |
| application software, and peripherals, that is gathered periodically to |
| facilitate the provision of software updates, product support and other services |
| to You (if any) related to the Materials, and to verify compliance with the |
| terms of this Agreement. Intel may use this information, as long as it is in a |
| form that does not personally identify You, to improve our products or to |
| develop and provide services or technologies. |
| |
| 3. LICENSE GRANT: |
| |
| 3.1 Subject to the terms and conditions of this Agreement, and timely |
| payment of any fees (if applicable), Intel grants You a non-exclusive, |
| worldwide, perpetual, non-assignable (except as expressly permitted hereunder), |
| limited right and license: |
| |
| A. under its copyrights, to: |
| |
| (1) reproduce internally copies of the Materials for your internal use in |
| accordance with the applicable license rights and restrictions specified in |
| Section 4.D below; provided, however, that this license does not include the |
| right to sublicense and may only be exercised by You or Your employees and |
| only within Your facilities; |
| |
| (2) use the Materials solely for Your internal use to develop Your |
| Product, in accordance with the applicable license rights and restrictions |
| specified in Section 4.D below and the documentation or text files included |
| as part of the Materials; provided, however, that this license does not |
| include the right to sublicense and may only be exercised by You or Your |
| employees and only within Your facilities; |
| |
| (3) modify or create derivative works of the Materials, or any portions |
| thereof, that are provided in Source Code form, provided, however, that this |
| license does not include the right to sublicense and may be exercised only by |
| You or Your employees and only within Your facilities; |
| |
| (4) publicly perform, display, and distribute (directly and through Your |
| distributors, resellers and other channel partners) or otherwise make |
| publicly available the Redistributables, including any modifications to or |
| derivative works of the Redistributables made pursuant to Section 3.1.A(3), |
| or any portions thereof, subject to the following restrictions: |
| |
| (i) any distribution of the Redistributables must only be as part of |
| Your Product which must add significantly more functionality than the |
| Redistributables themselves; |
| |
| (ii) any additional restrictions which may appear in the |
| Redistributables text files specified in Section 1.G above and in |
| Section 4 below; and |
| |
| (iii) the license under Section 3.1.A(4) includes the right to |
| sublicense the Redistributables, but the sublicense rights are |
| limited to sublicensing of any Intel copyrights in the |
| Redistributables and only to the extent necessary to perform, |
| display, and distribute the Redistributables (including Your |
| modifications and derivative works thereto) solely as incorporated |
| in Your Product. IF YOU RECEIVED THE MATERIALS FOR EVALUATION, |
| HOWEVER, YOU HAVE NO RIGHTS TO DISTRIBUTE THE REDISTRIBUTABLES, |
| INCLUDING WITHOUT LIMITATION, ANY PORTIONS, MODIFICATIONS OR |
| DERIVATIVE WORKS. |
| ; and |
| |
| B. under Intel's Licensed Patent Claims, to: |
| |
| (1) make copies of the Materials internally only; |
| |
| (2) use the Materials internally only; and |
| |
| (3) offer to distribute, and distribute, but not sell, the |
| Redistributables only as part of Your Product, under Intel's copyright |
| license granted in Section 3.1(A), but only under the terms of that copyright |
| license and not as a sale (but this right does not include the right to |
| sub-license); |
| |
| (4) provided, further, that the license under the Licensed Patent Claims |
| does not and will not apply to any modifications to, or derivative works of, |
| the Materials, whether made by You, Your customer (which, for all purposes |
| under this Agreement, will mean either a customer, reseller, distributor or |
| other channel partner), or any third party even if the modification and |
| derivative works are permitted under 3.1(A)(3). |
| |
| 3.2 If the Materials You receive are packaged, as a single orderable item |
| (i.e., as a single SKU), with hardware that includes one or more Intel |
| manufactured microprocessors ("Intel Target Hardware"), then the licenses |
| granted in Section 3.1 above are restricted to the sole purpose of producing and |
| releasing Your Product to execute on computer systems that include the same or |
| new versions of the Intel manufactured microprocessor included in the Intel |
| Target Hardware. |
| |
| Intel expressly does not grant You a patent license in this Agreement to any |
| modifications or derivative works of the Materials, whether made by You, Your |
| contractor, Your customer, or any other third party in creating the derivative |
| works even to the extent creation of derivative works is permitted under Section |
| 3.1(A)(3) above. |
| |
| |
| 4. LICENSE CONDITIONS: |
| |
| A. If You are an entity, each of Your employees and Your contractors may use |
| the Materials as specified in Section 3 above, provided: (i) their use of the |
| Materials is solely on behalf of and in support of Your business, (ii) they |
| agree to the terms and conditions of this Agreement, and (iii) You are solely |
| responsible for their use of the Materials. |
| |
| B. If Your Product is a software development library, then attribution (if |
| any), as specified in the product release notes of the corresponding |
| Materials shall be displayed prominently in Your Product's associated |
| documentation and on the web site (if any) for Your Product. |
| |
| C. If You receive Your first copy of the Materials electronically, and a |
| second copy on media, then you may use the second copy only in accordance |
| with Your applicable license stated in this Agreement, or for backup or |
| archival purposes. You may not provide the second copy to another user. |
| |
| D. Except as expressly provided in this Agreement, You may NOT: (i) use, |
| copy, distribute, or publicly display the Materials; (ii) rent or lease the |
| Materials to any third party; (iii) assign this Agreement or transfer the |
| Materials; (iv) modify, adapt, or translate the Materials in whole or in |
| part; (v) reverse engineer, decompile, or disassemble the Materials; (vi) |
| attempt to modify or tamper with the normal function of any license manager |
| that may regulate usage of the Materials; (vii) distribute, sublicense or |
| transfer the Source Code form of any components of the Materials or |
| derivatives thereof to any third party; (viii) distribute Redistributables |
| except as part of a larger program that adds significant primary |
| functionality different from that of the Redistributables; (ix) distribute |
| the Redistributables to run on a platform other than a Microsoft Platform if |
| according to the accompanying user documentation the Materials are meant to |
| execute only on a Microsoft Platform; (x) include the Redistributables in |
| malicious, deceptive, or unlawful programs or products; or (xi) modify, |
| create a derivative work, link, or distribute the Materials so that any part |
| of it becomes subject to an Excluded License. |
| |
| E. The scope and term of Your license depends on the type of license You are |
| provided by Intel. The variety of license types are set forth below, which |
| may not be available for all "Intel(R) Software Development Products" and |
| therefore may not apply to the particular Materials You are licensing. For |
| more information on the types of licenses, please contact Intel or Your sales |
| representative. |
| |
| i. PRE-RELEASE LICENSE: If the Materials, or portions thereof, are identified |
| (in the product release notes, on Intel's download website for the Materials |
| or elsewhere) or labeled as pre-release ("Pre-Release Materials"), (a) the |
| Pre-Release Materials are deemed to be pre-release code (e.g., alpha or beta |
| release, etc.), which may not be fully functional and which Intel may |
| substantially modify in development of a commercial version, and for which |
| Intel makes no assurances that it will ever develop or make generally |
| available a commercial version,and (b) You have the right to use the |
| Pre-Release Materials only for the duration of the pre-release term, which is |
| specified in the product release notes, on Intel's download website for the |
| Materials or elsewhere, or until the commercial release, if any, of the |
| Pre-Release Materials, whichever is shorter, and (c) Your right to use the |
| Pre-Release Material is also restricted to the license type (i.e., Evaluation |
| License, Named-User License, Floating License, specified below) issued to You |
| for the Pre-Release Materials. |
| |
| ii. EVALUATION LICENSE: If You obtained the Materials pursuant to an |
| evaluation license, You may use the Materials only for internal evaluation |
| purposes and only for the term of the evaluation period, as specified on |
| Intel's download website or which may be controlled by the license key for |
| the Materials. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS |
| AGREEMENT, YOU MAY NOT DISTRIBUTE ANY PORTION OF THE MATERIALS, AND THE |
| APPLICATION AND/OR PRODUCT DEVELOPED BY YOU MAY ONLY BE USED FOR EVALUATION |
| PURPOSES AND ONLY FOR THE TERM OF THE EVALUATION. You may install copies of |
| the Materials on a reasonable number of computers to conduct Your evaluation |
| provided that You are the only individual using the Materials and only one |
| copy of the Materials is in use at any one time. A separate license key is |
| required for each additional use and/or individual user in all other cases, |
| including without limitation, use by persons, computer systems, and other use |
| methods known now and in the future. Intel may provide You with a license |
| key that enables the Materials for an evaluation license. If You are an |
| entity, Intel grants You the right to designate one individual within Your |
| organization to have the sole right to use the Materials in the manner |
| provided above. |
| |
| iii. NONCOMMERCIAL USE LICENSE: If You obtained the Materials under a |
| noncommercial use license, You may use the Materials only for non-commercial |
| use where You receive no fee, salary or any other form of compensation. The |
| Materials may not be used for any other purpose, whether "for profit" or "not |
| for profit." Any work performed or produced as a result of use of the |
| Materials cannot be performed or produced for the benefit of other parties |
| for a fee, compensation or any other reimbursement or remuneration. You may |
| install copies of the Materials on an unlimited number of computers provided |
| that You are the only individual using the Materials and only one copy of the |
| Materials is in use at any one time. A separate license is required for each |
| additional use and/or individual user in all other cases, including without |
| limitation, use by persons, computer systems, and other methods of use known |
| now and in the future. Intel will provide You with a license key that |
| enables the Materials for a noncommercial-use license. If You obtained a |
| time-limited noncommercial-use license, the duration (time period) of Your |
| license and Your ability to use the Materials is limited to the time period |
| of the obtained license, which is specified on Intel's download website, |
| specified in the applicable documentation or controlled by the license key |
| for the Materials. |
| |
| iv. NAMED-USER LICENSE: If You obtained the Materials under a named-user |
| license, You may allow only one (1) individual to install and use the |
| Materials on no more than three (3) computers provided that same individual |
| is using the Materials only on one (1) computer at a time. If You obtained a |
| time-limited named-user license, the term of Your license and your ability to |
| use the Materials is limited to the time period of the obtained license, |
| which is specified on Intel's download website, specified in the applicable |
| documentation or controlled by the license key for the Materials. |
| |
| v. NODE-LOCKED LICENSE: If You obtained the Materials under a node-locked |
| license, You may use the Materials only on a single designated computer by no |
| more than the authorized number of concurrent users. If You obtained a |
| time-limited node-locked license, the term of Your license and Your ability |
| to use the Materials is limited to the time period of the obtained license, |
| which is specified on Intel's download website, specified in the applicable |
| documentation or controlled by the license key for the Materials. |
| |
| vi. FLOATING LICENSE: If You obtained the Materials under a floating license, |
| you may (a) install the Materials on an unlimited number of computers that |
| are connected to the designated network and (b) use the Material by no more |
| than the authorized number of concurrent individual users. If You obtained a |
| time-limited Floating license key, the term of Your license and Your ability |
| to use the Materials is limited to the time period of the obtained license, |
| which is specified on Intel's download website, specified in the applicable |
| documentation or controlled by the license key for the Materials. |
| |
| F. DISTRIBUTION: Distribution of the Redistributables is also subject to the |
| following limitations: You (i) will be solely responsible to Your customers for |
| any update, support obligation or other liability which may arise from the |
| distribution, (ii) will not make any statement that Your Product is "certified" |
| or that its performance is guaranteed by Intel, (iii) will not use Intel's name |
| or trademarks to market Your Product without written permission from Intel, (iv) |
| will provide a license agreement with distribution of the Redistributables that |
| prohibits disassembly and reverse engineering of the Redistributables, (v) will |
| indemnify, hold harmless, and defend Intel and its suppliers from and against |
| any claims or lawsuits, including attorney's fees, that arise or result from |
| Your modifications, derivative works or Your distribution of Your Product. |
| |
| G. INTEL(R) INTEGRATED PERFORMANCE PRIMITIVES ("INTEL IPP"). The following terms |
| and conditions apply only to the Intel IPP. |
| |
| i. Notwithstanding anything in this Agreement to the contrary, if You |
| implement Intel IPP Sample Source Code in Your Product or if You use Intel |
| IPP to implement algorithms that are the intellectual property of third |
| parties, then you may need additional licenses from such entities.Should any |
| such additional licenses be required, You are solely responsible for |
| obtaining any such licenses and agree to obtain any such licenses at Your own |
| expense. |
| |
| ii. Notwithstanding anything herein to the contrary, a valid license to Intel |
| IPP is a prerequisite to any license for Intel IPP Sample Source Code, and |
| possession of Intel IPP Sample Source Code does not grant any license to |
| Intel IPP (or any portion thereof). To access Intel IPP Sample Source Code, |
| You must first register Your licensed copy of the Intel IPP with Intel. By |
| downloading, installing or copying any Intel IPP Sample Source Code file, You |
| agree to be bound by terms of this Agreement. |
| |
| H. MEDIA FORMAT CODECS AND DIGITAL RIGHTS MANAGEMENT. You acknowledge and agree |
| that your use of the Materials or distribution of the Materials with Your |
| Product as permitted by this license may require you to procure license(s) from |
| one or more third parties that may hold intellectual property rights applicable |
| to any media decoding, encoding or transcoding technology (such as, for example, |
| through use of an audio or video codec) and/or digital rights management |
| capabilities of the Materials, if any. Should any such additional licenses be |
| required, You are solely responsible for obtaining any such licenses and agree |
| to obtain any such licenses at Your own expense. |
| |
| I. MATERIALS TRANSFER: Except for the Pre-Release Licenses or Evaluation |
| Licenses or Non-Commercial Licenses, as specified above, You may permanently |
| transfer the Materials you received pursuant to a license type listed in Section |
| 4(D) above, and all of Your rights under this Agreement, to another party |
| ("Recipient") solely in conjunction with a change of ownership, merger, |
| acquisition, sale or transfer of all or substantially all of Your business or |
| assets, either voluntarily, by operation of law or otherwise subject to the |
| following: You must notify Intel of the transfer by sending a letter to Intel |
| (i) identifying the legal entities of Recipient and You, (ii) identifying the |
| Materials (i.e., the specific Intel software and version) and the associated |
| serial numbers to be transferred, (iii) certifying that You retain no copies of |
| the Materials or portions thereof, (iv) certifying that the Recipient has agreed |
| in writing to be bound by all of the terms and conditions of this Agreement, (v) |
| certifying that the Recipient has been notified that in order to receive support |
| from Intel for the Materials they must notify Intel in writing of the transfer |
| and provide Intel with the information specified in subsection (ii) above along |
| with the name and email address of the individual assigned to use the Materials, |
| and (vi) providing Your email address so that Intel may confirm receipt of Your |
| letter. Please send such letter to: |
| |
| Intel Corporation |
| 2111 NE 25th Avenue |
| Hillsboro, OR 97124 |
| Attn: DPD Contracts Management, JF1-15 |
| |
| 5. PRIVACY: |
| |
| A. Data Collection: Intel has collected or will collect certain personal |
| information from You in order to inform You of updates to the Materials, based |
| on the personal information collected when You registered the license to the |
| Materials with Intel. |
| |
| B. Revoking Consent to Data Collection: You can revoke Your consent to this |
| collection of personal information at any time by clicking on the link to |
| "unsubscribe" at the bottom of any communication from Intel related to the |
| Materials which will allow You to opt-out of receiving future messages related |
| to the Materials. |
| |
| C. Intel's Privacy Notice: Intel is committed to respecting Your privacy. To |
| learn more about Intel's privacy practices, please visit |
| http://www.intel.com/privacy. |
| |
| 6. OWNERSHIP: Title to the Materials and all copies thereof remain with Intel or |
| its suppliers. The Materials are protected by intellectual property rights, |
| including without limitation, United States copyright laws and international |
| treaty provisions. You will not remove any copyright or other proprietary |
| notice from the Materials. You agree to prevent any unauthorized copying of the |
| Materials. Except as expressly provided herein, no license or right is granted |
| to You directly or by implication, inducement, estoppel or otherwise; |
| specifically Intel does not grant any express or implied right to You under |
| Intel patents, copyrights, trademarks, or trade secrets. |
| |
| 7. NO WARRANTY AND NO SUPPORT: Disclaimer. Intel disclaims all warranties of |
| any kind and the terms and remedies provided in this Agreement are instead of |
| any other warranty or condition, express, implied or statutory, including those |
| regarding merchantability, fitness for any particular purpose, non-infringement |
| or any warranty arising out of any course of dealing, usage of trade, proposal, |
| specification or sample. Intel does not assume (and does not authorize any |
| person to assume on its behalf) any other liability. |
| |
| Intel may make changes to the Materials, or to items referenced therein, at any |
| time without notice, but is not obligated to support, update or provide training |
| for the Materials. Intel may in its sole discretion offer such support, update |
| or training services under separate terms at Intel's then-current rates. You may |
| request additional information on Intel's service offerings from an Intel sales |
| representative. |
| |
| 8. LIMITATION OF LIABILITY: Neither Intel nor its suppliers shall be liable for |
| any damages whatsoever (including, without limitation, damages for loss of |
| business profits, business interruption, loss of business information, or other |
| loss) arising out of the use of or inability to use the Materials, even if Intel |
| has been advised of the possibility of such damages. Because some jurisdictions |
| prohibit the exclusion or limitation of liability for consequential or |
| incidental damages, the above limitation may not apply to you. |
| |
| 9. UNAUTHORIZED USE: The Materials are not designed, intended, or authorized |
| for use in any type of a system or application in which the failure of the |
| Materials could create a situation where personal injury or death may occur |
| (e.g., medical systems, life sustaining or lifesaving systems). Should You use |
| the Materials for any such unintended or unauthorized use, You hereby indemnify, |
| defend, and hold Intel and its officers, subsidiaries and affiliates harmless |
| against all claims, costs, damages, expenses, and reasonable attorney fees |
| arising out of, directly or indirectly, such use and any claim of product |
| liability, personal injury or death associated with such unintended or |
| unauthorized use, even if such claim alleges that Intel was negligent regarding |
| the design or manufacture of the Materials. |
| |
| 10. USER SUBMISSIONS: This Agreement does not obligate You to provide Intel |
| with materials, information, comments, suggestions or other communication |
| regarding the Materials. However, You agree that any material, information, |
| comments, suggestions or other communication You transmit or post to an Intel |
| website (including but not limited to, submissions to the Intel Premier Support |
| and/or other customer support websites or online portals) or provide to Intel |
| under this Agreement related to the features, functions, performance or use of |
| the Materials are deemed non-confidential and non-proprietary |
| ("Communications"). Intel will have no obligations with respect to the |
| Communications. You hereby grant to Intel a non-exclusive, perpetual, |
| irrevocable, royalty-free, copyright license to copy, modify, create derivative |
| works, publicly display, disclose, distribute, license and sublicense through |
| multiple tiers of distribution and licensees, incorporate and otherwise use the |
| Communications and all data, images, sounds, text, and other things embodied |
| therein, including derivative works thereto, for any and all commercial or |
| non-commercial purposes. You are prohibited from posting or transmitting to or |
| from an Intel website or provide to Intel any unlawful, threatening, libelous, |
| defamatory, obscene, pornographic, or other material that would violate any law. |
| If You wish to provide Intel with information that You intend to be treated as |
| confidential information, Intel requires that such confidential information be |
| provided pursuant to a non-disclosure agreement ("NDA"), so please contact Your |
| Intel representative to ensure the proper NDA is in place. |
| |
| Nothing in this Agreement will be construed as preventing Intel from reviewing |
| Your Communications and errors or defects in Intel products discovered while |
| reviewing Your Communications. Furthermore, nothing in this Agreement will be |
| construed as preventing Intel from implementing independently-developed |
| enhancements to Intel's own error diagnosis methodology to detect errors or |
| defects in Intel products discovered while reviewing Your Communications or to |
| implement bug fixes or enhancements in Intel products. The foregoing may include |
| the right to include Your Communications in regression test suites. |
| |
| 11. NON-DISCLOSURE: The following provisions will apply if there is no existing |
| non-disclosure agreement between You and Intel. You will maintain the |
| confidentiality of the Confidential Information (if any) with at least the same |
| degree of care that You use to protect Your own confidential and proprietary |
| information, but no less than a reasonable degree of care under the |
| circumstances. You will not disclose the Confidential Information to any |
| employees or to any third parties except to Your employees who have a need to |
| know and who agree to abide by nondisclosure terms at least as comprehensive as |
| those set forth herein; provided that You will be liable for breach by any such |
| entity. For the purposes of this Agreement, the term "employee" will include |
| Your independent contractors, who have signed confidentiality agreements with |
| You. You will not make any copies of the Confidential Information except as |
| necessary for Your employees with a need to know. Any copies which are made |
| will be identified as belonging to Intel and marked "confidential", |
| "proprietary" or with similar legend. You will not be liable for the disclosure |
| of any Confidential Information which is (a) generally made available publicly |
| or to third parties by Intel without restriction on disclosure; (b) rightfully |
| received from a third party without obligation of confidentiality; (c) |
| rightfully known to You without any limitation on disclosure prior to Your |
| receipt from Intel; (d) independently developed by Your employees; or (e) |
| required to be disclosed in accordance with applicable laws, regulations, court, |
| judicial or other government order, provided that You will give Intel reasonable |
| notice prior to such disclosure and will comply with any applicable protective |
| order. |
| |
| 12. TERMINATION OF THIS LICENSE: This Agreement becomes effective on the date |
| You accept this Agreement and will continue until terminated as provided for in |
| this Agreement. If You are using the Materials under a time-limited license, |
| for example an Evaluation License, this Agreement terminates without notice on |
| the last day of the time period, which is specified in the Materials or on |
| Intel's website, and/or controlled by the license key code for the Materials. |
| Intel may terminate this license immediately if You are in breach of any of its |
| terms and conditions and such breach is not cured within thirty (30) days of |
| written notice from Intel. Upon termination, You will immediately return to |
| Intel or destroy the Materials and all copies thereof. In the event of |
| termination of this Agreement, the license grant to any Materials or |
| Redistributables distributed by You in accordance with the terms and conditions |
| of this Agreement, prior to the effective date of such termination, will survive |
| any such termination of this Agreement. Sections 1, 5, 6, 7, 8, 9, 10, 11, 12, |
| and 14 will survive expiration or termination of this Agreement. |
| |
| 13. U.S. GOVERNMENT RESTRICTED RIGHTS: The technical data and computer software |
| covered by this license is a "Commercial Item," as such term is defined by the |
| FAR 2.101 (48 C.F.R. 2.101) and is "commercial computer software" and |
| "commercial computer software documentation" as specified under FAR 12.212 (48 |
| C.F.R. 12.212) or DFARS 227.7202 (48 C.F.R. 227.7202), as applicable. This |
| commercial computer software and related documentation is provided to end users |
| for use by and on behalf of the U.S. Government, with only those rights as are |
| granted to all other end users pursuant to the terms and conditions herein. Use |
| for or on behalf of the U.S. Government is permitted only if the party acquiring |
| or using this software is properly authorized by an appropriate U.S. Government |
| official. This use by or for the U.S. Government clause is in lieu of, and |
| supersedes, any other FAR, DFARS, or other provision that addresses Government |
| rights in the computer software or documentation covered by this license. All |
| copyright licenses granted to the U.S. Government are coextensive with the |
| technical data and computer software licenses granted herein. The U.S. |
| Government will only have the right to reproduce, distribute, perform, display, |
| and prepare derivative works as needed to implement those rights. |
| |
| 14. GENERAL PROVISIONS |
| |
| A. ENTIRE AGREEMENT: This Agreement contains the complete and exclusive |
| agreement and understanding between the parties concerning the subject matter |
| of this Agreement, and supersedes all prior and contemporaneous proposals, |
| agreements, understanding, negotiations, representations, warranties, |
| conditions, and communications, oral or written, between the parties relating |
| to the same subject matter. This Agreement, including without limitation its |
| termination, has no effect on any signed non-disclosure agreements between |
| the parties, which remain in full force and effect as separate agreements to |
| their terms. Each party acknowledges and agrees that in entering into this |
| Agreement it has not relied on, and will not be entitled to rely on, any oral |
| or written representations, warranties, conditions, understanding, or |
| communications between the parties that are not expressly set forth in this |
| Agreement. The express provisions of this Agreement control over any course |
| of performance, course of dealing, or usage of the trade inconsistent with |
| any of the provisions of this Agreement. The provisions of this Agreement |
| will prevail notwithstanding any different, conflicting, or additional |
| provisions that may appear on any purchase order, acknowledgement, invoice, |
| or other writing issued by either party in connection with this Agreement. No |
| modification or amendment to this Agreement will be effective unless in |
| writing and signed by authorized representatives of each party, and must |
| specifically identify this Agreement by its title (e.g., "End User License |
| Agreement for the Intel(R) software and version, i.e., March 2015). If You |
| received a copy of this Agreement translated into another language, the |
| English language version of this Agreement will prevail in the event of any |
| conflict between versions. |
| |
| B. EXPORT. You must comply with all laws and regulations of the United States |
| and other countries governing the export, re-export, import, transfer, |
| distribution, use, and servicing of Software. In particular, You must not: |
| (a) sell or transfer Software to a country subject to sanctions, or to any |
| entity listed on a denial order published by the United States government or |
| any other relevant government; or (b) use, sell, or transfer Software for the |
| development, design, manufacture, or production of nuclear, missile, chemical |
| or biological weapons, or for any other purpose prohibited by the United |
| States government or other applicable government; without first obtaining all |
| authorizations required by all applicable laws. For more details on Your |
| export obligations, please visit |
| http://www.intel.com/content/www/us/en/legal/export-compliance.html?wapkw=export. |
| |
| |
| C. GOVERNING LAW, JURISDICTION, AND VENUE: All disputes arising out of or |
| related to this Agreement, whether based on contract, tort, or any other |
| legal or equitable theory, will in all respects be governed by, and construed |
| and interpreted under, the laws of the United States of America and the State |
| of Delaware, without reference to conflict of laws principles. The parties |
| agree that the United Nations Convention on Contracts for the International |
| Sale of Goods (1980) is specifically excluded from and will not apply to this |
| Agreement. All disputes arising out of or related to this Agreement, whether |
| based on contract, tort, or any other legal or equitable theory, will be |
| subject to the exclusive jurisdiction of the courts of the State of Delaware |
| or of the Federal courts sitting in that State. Each party submits to the |
| personal jurisdiction of those courts and waives all objections to that |
| jurisdiction and venue for those disputes. |
| |
| D. SEVERABILITY: The parties intend that if a court holds that any provision |
| or part of this Agreement is invalid or unenforceable under applicable law, |
| the court will modify the provision to the minimum extent necessary to make |
| it valid and enforceable, or if it cannot be made valid and enforceable, the |
| parties intend that the court will sever and delete the provision or part |
| from this Agreement. Any change to or deletion of a provision or part of this |
| Agreement under this Section will not affect the validity or enforceability |
| of the remainder of this Agreement, which will continue in full force and |
| effect. |
| |
| |
| * Other names and brands may be claimed as the property of others |
| |
| |
| |
| |
| |
| Common Public License Version 1.0 |
| |
| THE ACCOMPANYING PROGRAM IS PROVIDED UNDER THE TERMS OF THIS COMMON |
| PUBLIC LICENSE ("AGREEMENT"). ANY USE, REPRODUCTION OR DISTRIBUTION OF |
| THE PROGRAM CONSTITUTES RECIPIENT'S ACCEPTANCE OF THIS AGREEMENT. |
| |
| 1. DEFINITIONS |
| |
| "Contribution" means: |
| |
| a) in the case of the initial Contributor, the initial code and |
| documentation distributed under this Agreement, and |
| |
| b) in the case of each subsequent Contributor: |
| i) changes to the Program, and |
| ii) additions to the Program; where such changes and/or additions |
| to the Program originate from and are distributed by that |
| particular Contributor. A Contribution 'originates' from a |
| Contributor if it was added to the Program by such |
| Contributor itself or anyone acting on such Contributor's |
| behalf. Contributions do not include additions to the Program |
| which: (i) are separate modules of software distributed in |
| conjunction with the Program under their own license |
| agreement, and (ii) are not derivative works of the Program. |
| |
| "Contributor" means any person or entity that distributes the Program. |
| |
| "Licensed Patents " mean patent claims licensable by a Contributor |
| which are necessarily infringed by the use or sale of its Contribution |
| alone or when combined with the Program. |
| |
| "Program" means the Contributions distributed in accordance with this |
| Agreement. |
| |
| "Recipient" means anyone who receives the Program under this |
| Agreement, including all Contributors. |
| |
| 2. GRANT OF RIGHTS |
| |
| a) Subject to the terms of this Agreement, each Contributor hereby |
| grants Recipient a non-exclusive, worldwide, royalty-free |
| copyright license to reproduce, prepare derivative works of, |
| publicly display, publicly perform, distribute and sublicense the |
| Contribution of such Contributor, if any, and such derivative |
| works, in source code and object code form. |
| |
| b) Subject to the terms of this Agreement, each Contributor hereby |
| grants Recipient a non-exclusive, worldwide, royalty-free patent |
| license under Licensed Patents to make, use, sell, offer to sell, |
| import and otherwise transfer the Contribution of such |
| Contributor, if any, in source code and object code form. This |
| patent license shall apply to the combination of the Contribution |
| and the Program if, at the time the Contribution is added by the |
| Contributor, such addition of the Contribution causes such |
| combination to be covered by the Licensed Patents. The patent |
| license shall not apply to any other combinations which include |
| the Contribution. No hardware per se is licensed hereunder. |
| |
| c) Recipient understands that although each Contributor grants the |
| licenses to its Contributions set forth herein, no assurances are |
| provided by any Contributor that the Program does not infringe |
| the patent or other intellectual property rights of any other |
| entity. Each Contributor disclaims any liability to Recipient for |
| claims brought by any other entity based on infringement of |
| intellectual property rights or otherwise. As a condition to |
| exercising the rights and licenses granted hereunder, each |
| Recipient hereby assumes sole responsibility to secure any other |
| intellectual property rights needed, if any. For example, if a |
| third party patent license is required to allow Recipient to |
| distribute the Program, it is Recipient's responsibility to |
| acquire that license before distributing the Program. |
| |
| d) Each Contributor represents that to its knowledge it has |
| sufficient copyright rights in its Contribution, if any, to grant |
| the copyright license set forth in this Agreement. |
| |
| 3. REQUIREMENTS |
| |
| A Contributor may choose to distribute the Program in object code form |
| under its own license agreement, provided that: |
| |
| a) it complies with the terms and conditions of this Agreement; and |
| |
| b) its license agreement: |
| i) effectively disclaims on behalf of all Contributors all |
| warranties and conditions, express and implied, including |
| warranties or conditions of title and non-infringement, and |
| implied warranties or conditions of merchantability and |
| fitness for a particular purpose; |
| ii) effectively excludes on behalf of all Contributors all |
| liability for damages, including direct, indirect, special, |
| incidental and consequential damages, such as lost profits; |
| iii) states that any provisions which differ from this Agreement |
| are offered by that Contributor alone and not by any other |
| party; and |
| iv) states that source code for the Program is available from |
| such Contributor, and informs licensees how to obtain it in a |
| reasonable manner on or through a medium customarily used for |
| software exchange. |
| |
| When the Program is made available in source code form: |
| |
| a) it must be made available under this Agreement; and |
| |
| b) a copy of this Agreement must be included with each copy of the |
| Program. Contributors may not remove or alter any copyright |
| notices contained within the Program. |
| |
| Each Contributor must identify itself as the originator of its |
| Contribution, if any, in a manner that reasonably allows subsequent |
| Recipients to identify the originator of the Contribution. |
| |
| 4. COMMERCIAL DISTRIBUTION |
| |
| Commercial distributors of software may accept certain |
| responsibilities with respect to end users, business partners and the |
| like. While this license is intended to facilitate the commercial use |
| of the Program, the Contributor who includes the Program in a |
| commercial product offering should do so in a manner which does not |
| create potential liability for other Contributors. Therefore, if a |
| Contributor includes the Program in a commercial product offering, |
| such Contributor ("Commercial Contributor") hereby agrees to defend |
| and indemnify every other Contributor ("Indemnified Contributor") |
| against any losses, damages and costs (collectively "Losses") arising |
| from claims, lawsuits and other legal actions brought by a third party |
| against the Indemnified Contributor to the extent caused by the acts |
| or omissions of such Commercial Contributor in connection with its |
| distribution of the Program in a commercial product offering. The |
| obligations in this section do not apply to any claims or Losses |
| relating to any actual or alleged intellectual property |
| infringement. In order to qualify, an Indemnified Contributor must: |
| |
| a) promptly notify the Commercial Contributor in writing of such |
| claim, and |
| |
| b) allow the Commercial Contributor to control, and cooperate with |
| the Commercial Contributor in, the defense and any related |
| settlement negotiations. The Indemnified Contributor may |
| participate in any such claim at its own expense. |
| |
| For example, a Contributor might include the Program in a commercial |
| product offering, Product X. That Contributor is then a Commercial |
| Contributor. If that Commercial Contributor then makes performance |
| claims, or offers warranties related to Product X, those performance |
| claims and warranties are such Commercial Contributor's responsibility |
| alone. Under this section, the Commercial Contributor would have to |
| defend claims against the other Contributors related to those |
| performance claims and warranties, and if a court requires any other |
| Contributor to pay any damages as a result, the Commercial Contributor |
| must pay those damages. |
| |
| 5. NO WARRANTY |
| |
| EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS |
| PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY |
| KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY |
| WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY |
| OR FITNESS FOR A PARTICULAR PURPOSE. Each Recipient is solely |
| responsible for determining the appropriateness of using and |
| distributing the Program and assumes all risks associated with its |
| exercise of rights under this Agreement, including but not limited to |
| the risks and costs of program errors, compliance with applicable |
| laws, damage to or loss of data, programs or equipment, and |
| unavailability or interruption of operations. |
| |
| 6. DISCLAIMER OF LIABILITY |
| |
| EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR |
| ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, |
| INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING |
| WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF |
| LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING |
| NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR |
| DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED |
| HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
| |
| 7. GENERAL |
| |
| If any provision of this Agreement is invalid or unenforceable under |
| applicable law, it shall not affect the validity or enforceability of |
| the remainder of the terms of this Agreement, and without further |
| action by the parties hereto, such provision shall be reformed to the |
| minimum extent necessary to make such provision valid and |
| enforceable. |
| |
| If Recipient institutes patent litigation against a Contributor with |
| respect to a patent applicable to software (including a cross-claim or |
| counterclaim in a lawsuit), then any patent licenses granted by that |
| Contributor to such Recipient under this Agreement shall terminate as |
| of the date such litigation is filed. In addition, if Recipient |
| institutes patent litigation against any entity (including a |
| cross-claim or counterclaim in a lawsuit) alleging that the Program |
| itself (excluding combinations of the Program with other software or |
| hardware) infringes such Recipient's patent(s), then such Recipient's |
| rights granted under Section 2(b) shall terminate as of the date such |
| litigation is filed. |
| |
| All Recipient's rights under this Agreement shall terminate if it |
| fails to comply with any of the material terms or conditions of this |
| Agreement and does not cure such failure in a reasonable period of |
| time after becoming aware of such noncompliance. If all Recipient's |
| rights under this Agreement terminate, Recipient agrees to cease use |
| and distribution of the Program as soon as reasonably |
| practicable. However, Recipient's obligations under this Agreement and |
| any licenses granted by Recipient relating to the Program shall |
| continue and survive. |
| |
| Everyone is permitted to copy and distribute copies of this Agreement, |
| but in order to avoid inconsistency the Agreement is copyrighted and |
| may only be modified in the following manner. The Agreement Steward |
| reserves the right to publish new versions (including revisions) of |
| this Agreement from time to time. No one other than the Agreement |
| Steward has the right to modify this Agreement. IBM is the initial |
| Agreement Steward. IBM may assign the responsibility to serve as the |
| Agreement Steward to a suitable separate entity. Each new version of |
| the Agreement will be given a distinguishing version number. The |
| Program (including Contributions) may always be distributed subject to |
| the version of the Agreement under which it was received. In addition, |
| after a new version of the Agreement is published, Contributor may |
| elect to distribute the Program (including its Contributions) under |
| the new version. Except as expressly stated in Sections 2(a) and 2(b) |
| above, Recipient receives no rights or licenses to the intellectual |
| property of any Contributor under this Agreement, whether expressly, |
| by implication, estoppel or otherwise. All rights in the Program not |
| expressly granted under this Agreement are reserved. |
| |
| This Agreement is governed by the laws of the State of New York and |
| the intellectual property laws of the United States of America. No |
| party to this Agreement will bring a legal action under this Agreement |
| more than one year after the cause of action arose. Each party waives |
| its rights to a jury trial in any resulting litigation. |
| |
| |